(c) The term Redemption Price means an amount equal to (x) four percent (4%) times (y) the aggregate principal amount of Credit Extensions (as defined in the Loan Agreement) made by Oxford to the Borrower under the Loan Agreement.
(d) The term Acquisition of the Borrower means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Borrower; (ii) any merger or consolidation of the Borrower into or with another person or entity (other than a merger or consolidation effected exclusively to change the Borrowers domicile), or any other corporate reorganization, in which the stockholders of the Borrower in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Borrowers (or the surviving or successor entitys) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Borrowers stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Borrower); or (iii) any sale or other transfer by the stockholders of the Borrower of shares representing at least a majority of the Borrowers then-total outstanding combined voting power.
SECTION 2. ADJUSTMENTS TO THE UNITS AND WARRANT PRICE.
2.1 Unit Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding units of the Class payable in common units or other units, securities or property (other than cash), then upon exercise of this Warrant, for each Unit acquired, Holder shall receive, without additional cost to Holder, the total number and kind of units, securities and property which Holder would have received had Holder owned the Units of record as of the date the dividend or distribution occurred. If the Company subdivides the outstanding units of the Class by reclassification or otherwise into a greater number of units, the number of Units purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding units of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of units, the Warrant Price shall be proportionately increased and the number of Units shall be proportionately decreased.
2.2 Reclassification, Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding units of the Class are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities that Holder would have received had the Units been outstanding on and as of the consummation of such event, and subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events.
2.3 Adjustments for Diluting Issuances. Without duplication of any adjustment otherwise provided for in this Section 2, the Units shall be subject to anti-dilution adjustment from time to time in the manner set forth in the Companys Certificate of Formation or the Operating Agreement, if any, as if the Units were issued and outstanding on and as of the date of any such required adjustment.
2.4 No Fractional Unit. No fractional Unit shall be issuable upon exercise of this Warrant and the number of Units to be issued shall be rounded down to the nearest whole Unit. If a fractional Unit interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Unit interest by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Unit, less (ii) the then-effective Warrant Price.
2.5 Notice/Certificate as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Units, the Company, at the Companys expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Units and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder with a certificate of an Officer (as defined in the Operating Agreement) of the Company, including computations of such adjustment and the Warrant Price, Class and number of Units in effect upon the date of such adjustment.